SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

ARCHON CORPORATION

(Name of Issuer)

Exchangeable Redeemable Preferred Stock

(Title of Class Securities)

03957P 20 0

(CUSIP Number)

D. E. Shaw Laminar Portfolios, L.L.C

Attn:  Compliance Department

120 West Forty-Fifth Street

Floor 39, Tower 45

New York, NY 10036

212-478-0000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communication)

Copies to:

Richard Birns, Esq.

Boies, Schiller & Flexner LLP

575 Lexington Avenue

New York, NY 10022

(212)754-4207

August 31, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

SCHEDULE 13D

CUSIP No.			03957P 20 0
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION D. E. Shaw Laminar Portfolios, L.L.C FEIN 01-0577802
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power 0
		8		Shared Voting Power 0
		9		Sole Dispositive Power 0
		10		Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) OO

2

SCHEDULE 13D

CUSIP No.			03957P 20 0
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION D. E. Shaw & Co., L.L.C. FEIN 13-3799946
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power 0
		8		Shared Voting Power 0
		9		Sole Dispositive Power 0
		10		Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) OO

3

SCHEDULE 13D

CUSIP No.			03957P 20 0
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION D. E. Shaw & Co., L.P. FEIN 13-3695715
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power 0
		8		Shared Voting Power 0
		9		Sole Dispositive Power 0
		10		Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) IA, PN

4

SCHEDULE 13D

CUSIP No.			03957P 20 0
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION David E. Shaw
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  o
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power 0
		8		Shared Voting Power 0
		9		Sole Dispositive Power 0
		10		Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) IN

5

AMENDMENT NO. 1 TO SCHEDULE 13D

	This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D of the Reporting Persons filed with the Securities and Exchange Commission on August 29, 2007 (as amended, the “Schedule 13D”) with respect to the exchangeable redeemable preferred stock (the “Preferred Stock”) of Archon Corporation, a Nevada corporation (the “Issuer”).  Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.  Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
Item  5.	Interest in Securities of the Issuer.
	The first paragraph of Item 5 of the Schedule 13D is hereby deleted and replaced as follows:
	(a)  On or about August 31, 2007, D. E. Shaw Laminar Portfolios, L.L.C.’s (“Laminar”) 707,550 shares of Preferred Stock were mandatorily redeemed at an Issuer-calculated price of $5.241 per share (the “Redemption Price”), or $3,708,269.55 in proceeds.  As previously described in Item 4, Laminar believes that the Issuer has miscalculated the Redemption Price.  Specifically, the Issuer’s calculation of the Redemption Price fails to take into account the compounding of accrued and unpaid dividends with respect to the Preferred Stock as expressly provided in that certain Certificate of Designation of the Exchangeable Preferred Stock, as filed with the Secretary of State of the State of Nevada on September 30, 1993.  As a result, the Redemption Price per share of Preferred Stock is significantly greater than that calculated by the Issuer and noted in the Redemption Notice.  Laminar, together with the other Plaintiffs, has filed a lawsuit in the United States District Court for the District of Nevada regarding the foregoing.
	On August 31, 2007, counsel to the Plaintiffs sent a letter to the Issuer (“Non-waiver Letter”) indicating, among other things, that receipt of payment with respect to the shares of Preferred Stock by any of the Plaintiffs shall not constitute a waiver of any rights, remedies, powers, privileges and benefits under the Certificate, law or otherwise, and each of the Plaintiffs reserve all its rights.
	The foregoing summary of the Non-waiver Letter does not purport to be complete and is qualified in its entirety by reference to the letter attached hereto as Exhibit 4 and incorporated by reference in its entirety into this Item 5.
	Section (c) of Item 5 of the Schedule 13D is hereby deleted and replaced as follows:
	(c) The trading date, number of shares of Preferred Stock mandatorily redeemed by the Issuer, as well as the Redemption Price, of all transactions made within the past 60 days are set forth as follows:

6

Name	Date	Number of Shares the Issuer Redeemed in the Mandatory Redemption	Redemption Price
Laminar	8/31/07	707,550	$5.241

	Section (e) of Item 5 of the Schedule 13D is hereby deleted and replaced as follows:
	On August 31, 2007, the Issuer redeemed all of Laminar’s Preferred Stock.  As a result, as of August 31, 2007, Laminar is no longer a holder of more than 5% of the Preferred Stock of the Issuer.
Item 7.	Material to be Filed as Exhibits
Exhibit 1	Power of Attorney, granted by David E. Shaw  relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004.
Exhibit 2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004.
Exhibit 3	Joint Filing Agreement, by and among the Reporting Persons, dated September 5, 2007.
Exhibit 4	Non-waiver Letter dated August 31, 2007.

7

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Dated:  September 5, 2007

D. E. Shaw Laminar Portfolios, L.L.C.
By:	D. E. Shaw & Co., L.L.C., as
managing member
By:
	/s/Julius Gaudio
	Julius Gaudio
	Managing Director

D. E. Shaw & Co., L.L.C.
By:
	/s/Julius Gaudio
	Julius Gaudio
	Managing Director

D. E. Shaw & Co., L.P.
By:
	/s/Julius Gaudio
	Julius Gaudio
	Managing Director

David E. Shaw
By:
	/s/Julius Gaudio
	Julius Gaudio
	Attorney-in-Fact for David E. Shaw

EX-1.HTM

Exhibit 1

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L. L. C., which in turn may be acting for itself or as the managing member of other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date:February 24, 2004

DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc.

/s/David E. Shaw

New York, New York

EX-2.HTM

Exhibit 2

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L. L. C., which in turn may be acting for itself or as the managing member of other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date:February 24, 2004

DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc.

/s/David E. Shaw

New York, New York

EX-3.HTM

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Preferred Stock and Common Stock of Archon Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 5^th day of September, 2007.

D. E. Shaw Laminar Portfolios, L.L.C.
By:	D. E. Shaw & Co., L.L.C., as
managing member
By:
	/s/Julius Gaudio
	Julius Gaudio
	Managing Director

D. E. Shaw & Co., L.L.C.
By:
	/s/Julius Gaudio
	Julius Gaudio
	Managing Director

D. E. Shaw & Co., L.P.
By:
	/s/Julius Gaudio
	Julius Gaudio
	Managing Director

David E. Shaw
By:
	/s/Julius Gaudio
	Julius Gaudio
	Attorney-in-Fact for David E. Shaw

EX-4.HTM

Exhibit 4

August 31, 2007

VIA REGISTERED MAIL

Archon Corporation

4336 Losee Road, Suite 5

North Las Vegas, Nevada 89030

Attention: John M. Garner, Secretary

Re: Archon Corporation, Letter of Transmittal

Dear Mr. Garner:

We write this letter on behalf of our clients D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.; LC CAPITAL MASTER FUND, LTD; LC CAPITAL / CAPITAL Z SPV, LP; MAGTEN ASSET MANAGEMENT CORP; MERCURY REAL ESTATE SECURITIES FUND LP; MERCURY REAL ESTATE SECURITIES OFFSHORE FUND LIMITED; BLACK HORSE CAPITAL LP; BLACK HORSE CAPITAL (QP) LP; BLACK HORSE CAPITAL OFFSHORE LTD; and PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED.

As of the date of this letter, our clients collectively hold 2,097,811shares of Exchangeable Redeemable Preferred Stock, par value $0.01 per share (the “Exchangeable Preferred Stock”), of Archon Corporation, a Nevada corporation (the “Company”).  Our clients are in receipt of that certain Notice of Redemption (the “Redemption”) of the Exchangeable Preferred Stock dated as of July 31, 2007 (the “Notice”), and delivered on behalf of the Company by Paul W. Lowden of the Company, together with the related Letter of Transmittal (the “Letter”) for the redemption of the Exchangeable Preferred Stock.  Letters have been submitted by, or on behalf of, each of our clients in respect of their respective shares of Exchangeable Preferred Stock on or about the date hereof.

             It is our clients’ position that the Redemption will violate law because, among other things, the Company has miscalculated the Redemption Price (as defined in the Notice).  We have filed a complaint on behalf of our clients against the Company in the United States Court for the District of Nevada so alleging.  Specifically, the Company’s calculation of the Redemption Price fails to take into account the compounding of accrued and unpaid dividends with respect to the Exchangeable Preferred Stock as expressly provided in that certain Certificate of Designation of the Exchangeable Preferred Stock (the “Certificate”), as filed with the Secretary of State of the State of Nevada on September 30, 1993.  As a result, the Redemption Price per share of Exchangeable Preferred Stock is significantly greater than that calculated by the Company and noted in the Letter.

None of the delivery of this letter, the submission of a Letter along with the share certificates for the Exchangeable Preferred Stock or the receipt of payment by any of our clients of the incorrect Redemption Price is intended to, nor does it, waive any rights, remedies, powers, privileges and benefits under the Certificate, law or otherwise, and each of our clients reserve all of its rights.

Sincerely,

BOIES, SCHILLER & FLEXNER LLP

_______________________________

/s/ Jonathan Sherman, Partner